[Form 4] S&T BANCORP INC Insider Trading Activity

Rhea-AI Filing Summary

Christine J. Toretti, a director of S&T Bancorp, Inc. (STBA), reported multiple transactions dated 09/28/2025 on a Form 4. The filing shows several dispositions of common stock, including 10,643 shares and 28,000.2296 shares, and indirect holdings of 273.343 and 266.162 shares through trusts for Joseph Jack and Maxwell Jack respectively. The report also shows the disposition of 1,290 Director Restricted Stock Units, each representing a contingent right to one share, with an indicated price of $37.64. The RSUs vest in 364 days from issuance and are forfeitable upon resignation from the board. An explanatory note states some shares were transferred from a PNC Trust to benefit children and to the Christine J. Toretti Revocable Trust at WBG.

Positive

• Disclosure clarity: The filing clearly explains the trust transfer and the vesting schedule for RSUs.
• Standard director compensation: RSUs are clearly identified as contingent awards with forfeiture on resignation, aligning with common governance practices.

Negative

• Significant dispositions reported: Large reported disposals of common stock (10,643 and 28,000.2296 shares) reduce insider-held shares.
• Immediate dilution risk: 1,290 RSUs will convert to common stock upon vesting, representing potential future dilution.

Insights

Corporate Governance Expert

TL;DR: Director reported multiple stock dispositions and future delivery-contingent restricted stock units that vest in one year.

The Form 4 documents substantial disposals by a director and the grant/forfeiture terms of director restricted stock units. The transfer of shares from a PNC Trust to benefit children and to a revocable trust is expressly disclosed, indicating estate or family planning activity rather than company-driven transactions. The RSUs noted are contingent and will vest in 364 days, with forfeiture on board resignation, which is standard for director compensation. These items are material to insider ownership metrics but the filing does not state any transactions tied to extraordinary corporate events.

Securities Analyst

TL;DR: Report shows insider dispositions and a time‑vested director RSU award priced at $37.64.

The filing lists specific share dispositions: 10,643 shares and 28,000.2296 shares reported as sold or disposed, plus smaller indirect holdings via trusts (273.343 and 266.162 shares). The Director Restricted Stock Units number 1,290, priced at $37.64, vest in 364 days and will convert to common shares on vesting. From an ownership and dilution perspective, these RSUs represent a contingent increase in outstanding shares only upon vesting. The filing provides clear transactional detail but no information on proceeds, brokers, or motivations beyond the trust transfer explanation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TORETTI CHRISTINE J

(Last) (First) (Middle)

800 PHILADELPHIA STREET

(Street)

INDIANA PA 15701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
S&T BANCORP INC [ STBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)								10,643	D
Common Stock								28,000.2296	D
Common Stock								273.343	I	Christine J T/f Joseph Jack
Common Stock								266.162	I	Christine J T/f Maxwell Jack

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Restricted Stock Units	(2)	09/28/2025		D(3)			1,290	(4)	(4)	Common Stock	1,290	$37.64	0	D

Explanation of Responses:

1. Shares were transferred from PNC Trust to benefit children to Christine J. Toretti Revocable Trust at WBG.

2. Each restricted stock unit represents a contingent right to receive one share of S&T Bancorp, Inc. common stock.

3. Shares forfeit upon resignation from Board of Directors.

4. The restricted stock units vest in 364 days from date of issuance. Vested shares will be delivered to the reporting person upon vesting.

	/s/ Jackie Kennane, attorney-in-fact for Christine J. Toretti	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Christine J. Toretti report on Form 4 for STBA?

She reported multiple transactions dated 09/28/2025, including dispositions of common stock and the disposition of 1,290 Director Restricted Stock Units that vest in 364 days.

How many Director Restricted Stock Units were reported and what is the price?

1,290 RSUs were reported with an indicated price of $37.64; each RSU represents a contingent right to one share.

Were any transfers to trusts disclosed in the Form 4?

Yes. The filing states shares were transferred from a PNC Trust to benefit children and to the Christine J. Toretti Revocable Trust at WBG.

When do the reported RSUs vest and are there forfeiture conditions?

The RSUs vest in 364 days from issuance and vested shares will be delivered upon vesting; RSUs are forfeited upon resignation from the Board of Directors.

What specific share amounts were disposed of according to the filing?

Dispositions reported include 10,643 shares and 28,000.2296 shares; the filing also shows indirect holdings of 273.343 and 266.162 shares for named trusts.